Environmental

Cravath represented the initial purchasers in connection with the $850 million 144A/Reg. S high‑yield senior guaranteed notes offering of Cleveland‑Cliffs Inc., a leading North America‑based steel producer. The transaction closed on September 8, 2025.

Cravath represented the initial purchasers in connection with the $2 billion 144A/Reg. S high-yield first lien notes offering of Level 3 Financing, Inc., guaranteed by Level 3 Parent, LLC. Level 3 Financing, Inc. is a direct wholly‑owned subsidiary of Level 3 Parent, LLC and indirect wholly‑owned subsidiary of Lumen Technologies, Inc., a facilities‑based technology and communications company that provides a broad array of integrated products and services. The transaction closed on August 18, 2025.

Cravath represented the administrative agent, lead arrangers and bookrunners in connection with $2 billion of credit facilities made available to Verisk Analytics, Inc. (“Verisk”), as part of the financing transactions undertaken in connection with its pending acquisition of Exactlogix, Inc. (“AccuLynx.com”). Verisk is a leading data, analytics and technology provider serving clients in the insurance ecosystem. The credit facilities consisted of a $750 million term loan facility and a $1.25 billion revolving credit facility. The transaction closed on August 15, 2025.

On August 29, 2025, PepsiCo, Inc. (“PepsiCo”) and Celsius Holdings, Inc. (“Celsius Holdings”) announced an agreement to strengthen their long-term strategic partnership. As part of the agreement, (i) Celsius Holdings’ Alani Nu brand will move to the PepsiCo distribution system in the U.S. and Canada, (ii) PepsiCo has acquired $585 million in newly issued convertible 5% preferred stock while extending its existing preferred stock to the same conversion period and (iii) Celsius Holdings has acquired the Rockstar Energy brand in the U.S. and Canada from PepsiCo. PepsiCo will continue to own the Rockstar brand internationally. Celsius Holdings will become the strategic energy lead in the U.S., managing the Celsius, Alani Nu and Rockstar Energy brands, while PepsiCo will lead distribution for the Celsius Holdings portfolio in the U.S. and Canada. Cravath is representing PepsiCo in connection with the transaction.

Cravath represented the underwriters in connection with the $4.5 billion registered senior notes offering of MPLX LP, a master limited partnership formed by Marathon Petroleum Corporation. MPLX LP owns, operates, develops and acquires pipelines and other midstream assets related to the transportation and storage of crude oil, refined products and other hydrocarbon-based products. The transaction closed on August 11, 2025.

The 2025 edition of the Legal 500 United States ranked Cravath in the top tier nationally in 15 areas: Antitrust - Civil Litigation/Class Actions: Defense; Capital Markets: Debt Offerings (Advice to Issuers); Capital Markets: Debt Offerings (Advice to Underwriters); Capital Markets: Global Offerings (Advice to Issuers); Capital Markets: Global Offerings (Advice to Underwriters); Commercial Lending (Advice to Lenders); Employee Benefits, Executive Compensation and Retirement Plans: Transactional; Environment: Transactional; Financial Services Litigation; General Commercial Disputes; International Tax; M&A: Large Deals ($1bn+); M&A Litigation: Defense; Securities Litigation: Defense; and U.S. Taxes: Non‑contentious. In addition, 79 Cravath attorneys were individually recognized by The Legal 500 United States this year.

On June 10, 2025, Cravath partner Michael L. Arnold participated in “ESG 2025: What It Means for Boards, Management, and Counsel,” a program presented by the Practising Law Institute in New York. The program hosted a number of experts, including company management and in‑house and outside counsel, to review recent trends in the sustainability landscape and best practices for governance. Michael spoke on a panel entitled “Board Oversight of ESG,” which reviewed ESG developments and changes over the past year in board‑level oversight of ESG and gave advice to boards of directors in fulfilling their duties while navigating the ESG landscape.

The 2025 edition of Chambers USA ranked Cravath in the top tier nationally in seven areas: Antitrust; Capital Markets (Investment Grade Debt – Issuer Counsel); Capital Markets (Investment Grade Debt – Manager Counsel); Corporate/M&A (The Elite); Securities (Litigation); Securities (Regulation – Advisory); and Tax (Corporate & Finance). In New York, the Firm was ranked in the top tier in eight areas: Antitrust; Bankruptcy/Restructuring (Highly Regarded); Corporate/M&A (The Elite); Environment (Mainly Transactional); Litigation (General Commercial: The Elite); Litigation (Securities); Media & Entertainment (Corporate); and Tax. Fifty‑four Cravath lawyers were ranked across 23 practice categories.

On April 11, 2025, Cravath partner Michael L. Arnold and of counsel William D. Podurgiel participated in “Proxy Season Hot Topics - Evolving ESG and Shareholder Proposals,” a virtual program co‑hosted by Cravath and the Texas General Counsel Forum. The program reviewed key proxy season updates, including the impact of updated SEC guidance on ESG and shareholder engagement, responses to shareholder proposals under Staff Legal Bulletin 14M, updates to Schedule 13D and 13G reporting and new considerations in ESG disclosures.

Cravath partner Michael L. Arnold was featured as a guest on the March 20, 2025 episode of Slaughter and May’s podcast, covering policy developments in the U.S. and E.U. In the interview, Michael discussed the evolving ESG landscape in the U.S., including international agreements, SEC climate rules and state‑level reporting developments.